Controlling-stockholder transactions are a regular part of many companies' business; in some cases, they are essential. When challenged, however, such transactions have often been scrutinized under the entire fairness standard, the most exacting standard under Delaware law.

It is an article of faith that a company seeking to acquire a business without being saddled with its liabilities does so by acquiring assets: “Most jurisdictions, including Massachusetts, follow the traditional corporate law principle that the liabilities of a selling predecessor corporation are not imposed upon the successor corporation which purchases its assets ...,” as in Milliken & Co. v. Duro Textiles, 451 Mass. 547, 556, 887 N.E.2d 244, 254 (2008).

Greta Lichtenbaum, a partner at O'Melveny & Myers whose practice includes international trade and regulatory compliance, answered Corporate Counsel's questions about the impact on multinational companies of the Trump administration's renewed sanctions against Iran.

In JMO Wind Down, Chief Bankruptcy Judge Brendan Shannon considered a motion to enjoin a creditor from pursuing claims against various defendants that were pending in a civil action in the Delaware Court of Chancery based on the provisions of the debtor's Chapter 11 plan of liquidation.

Financial technology expert Lee A. Schneider has left McDermott Will & Emery to become general counsel of blockchain software developer Block.one, after joining the law firm from Debevoise & Plimpton just last fall.

Parties who form Delaware limited liability companies to organize their business affairs do so to structure their relationships contractually. This enables them to organize the governance and economic rights in a manner tailored to the enterprise they are establishing.

The Florida Marlins recently made news when a profit-sharing deal with Miami-Dade County resulted in zero profits to the county, even though Jeffrey Loria sold his baseball team for about $1 billion more than what he paid for in 2002.

In the past several years, anticompetitive activity has impacted a wide range of industries around the world. In 2016, global cartel fines across industries reached almost $8 billion, and more than $4 billion in 2017.

The awards that have the new deadline of Feb. 26 will recognize excellence at midsize and small firms in a host of categories. But lawyers from any-sized organization will be considered for Attorney of the Year, On the Rise and Lifetime Achievement.

If you are an attorney, title agent, realtor, broker, lender, home buyer or seller, or an individual or business that even occasionally sends or receives wire transfers, there is significant likelihood that a skilled hacker is working feverishly on conscripting you and your business into a $5 billion (and growing) illegal industry.

Pennsylvania firms got busy after the New Year, as Cozen O'Connor and Blank Rome continued snatching up lawyers in Pittsburgh and Pepper Hamilton added a financial services pro in New York, among other moves.

The concept of voluntarily self-disclosing sanctions violations is somewhat counterintuitive because it does not comport with our everyday notions of law enforcement. When people do things they are not supposed to do, they usually do not volunteer that information to the government agency responsible for punishing such misconduct.

Mayer Brown, McGuireWoods, Morgan Lewis and Weil, Gotshal & Manges are advising on a pair of potential transactions that could reshape the U.S. nuclear energy sector. Weil has reaped millions in legal fees for its work on behalf of one company, bankrupt Westinghouse Electric.

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